INDEMNITOR/USER further agrees to indemnify, defend, and save harmless the City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust, and its officials, employees, agents, and volunteers, and each of them from, and against all loss, cost, penalties, fines damages, claims of any nature, including expenses and attorney's fees, and any all liabilities by reason of injury to, or death of any person, or damage to, or destruction, or loss to any property including the City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust, and arising out of, or in connection with the performance, or non-performance of the services contemplated by this permit/agreement which is directly or indirectly caused, in whole, or in part, by any act, omission, default, liability, or negligence whether active, or passive of the INDEMNITOR/USER, its employees, agents, servants, volunteers, or contractors, unless such act or omission is solely caused by the City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust, and The INDEMNITOR/USER further agrees to indemnify defend, and hold the City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust, and its officials, employees, agents, and volunteers against all liabilities which may be asserted by an employee, or former employee of the INDEMNITOR/USER, or any of its contractors as provided above, for which the INDEMNITOR/USER's liability to such employee or former employee would otherwise be limited to payments under workers' compensation or similar laws. In addition, the INDEMNITOR/USER understands, and agrees that except where caused by the negligence or misconduct of the City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust, and the City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust, and shall not be liable for any loss, injury, or damage to any personal property, or equipment of the INDEMNITOR/USER, its employees, agents, contractors, volunteers, or business invitees placed on City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust, and shall be at the risk of the INDEMNITOR/USER thereof. The indemnification shall survive termination of this permit/agreement.
Responsible for Damage: If the Premises or any portion thereof, or any structure attached thereto, or any equipment, fixture, or other item contained therein shall be destroyed, damaged, marred, altered, or physically changed during the Term in any manner whatsoever, then Indemnitor/user during the Term inany manner whatsoever, then Indemnitor/user shall be responsible. Indemnitor/user is to property care for all equipment entrusted to Indemnitor/user during the term of this Agreement and all such equipment so entrusted which is lost, stolen, or disappeared shall be the sole responsibility of Indemnitor/user and Indemnitor/User shall pay the full replacement cost thereof to City of Miami, Florida ("city") and it's instrumentalities, including, but not limited to Virginia Key Beach Park Trust.
Ordinances and Regulations: Indemnitor/User shall comply with all applicable laws, statures and ordinances and al rules and requirements of the City of Miami and if applicable, Miami- Dade County, State of Florida and the United States government, as applicable, including, without limitation the City of Miami Films and Entertainment Guidelines and if applicable, as same may be amended from time to time. Indemnitor/user shall not admit to the Premises a larger number of persons than the total number designated by the appropriated City Department and if applicable the number that can safely and freely move about.
Insurance: Indemnitor/user shall, as a condition precedent to being allowed to conduct the Film/Shoot and Special Events hereunder, deliver to the City of Miami Office of Film and Entertainment, located at City of